RYANKIND, INC. TERMS AND CONDITIONS OF SALE Updated: December 1, 2020 Unless otherwise agreed to in a document signed by an authorized representative of RYANKIND, INC., doing business as Phonics in Motion™ (“RYANKIND”), the following terms and conditions apply to all sales and licensing of Licensed Materials by RYANKIND to you (“you” “your” or “Customer”). 1. Offer and Acceptance. These terms and conditions (these “Terms” or “Agreement”), along with the separate License Agreement between you and RYANKIND, apply to the licensing of RYANKIND’s intellectual property including its system of teaching literacy though PhonicsInMotion.com (the “Website”). Any materials created and licensed by RYANKIND to Customer will be referred to as “Licensed Materials” in this document. By accessing or using the Website or the RYANKIND Licensed Materials, you agree to be bound by these Terms. By clicking on the “I Agree” button, or otherwise making use of the Website or Licensed Materials, you agree to be bound by this Agreement, constituting a legally binding contract between RYANKIND and you concerning your use of the Website and Licensed Materials. Any objections to which RYANKIND does not agree in writing are rejected and are not part of the parties’ agreement. RYANKIND’s failure to object to provisions in any Customer communications are not a waiver of these Terms, nor an acceptance by RYANKIND of any such provisions. Any terms in any other document of acceptance that are different from or additional to these Terms are hereby rejected unless specifically accepted by RYANKIND in a separate document signed by both Customer and RYANKIND, regardless of whether those other terms would materially alter these Terms. No course of dealing, custom or usage, which is contrary to these Terms will apply. RYANKIND may correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments. 2. User Types. This agreement may apply to you individually (“Individual Licensee”), the institution or other legal entity you represent (“Site Licensee”), or both. If you are an Individual Licensee receiving access through a Site Licensee, you acknowledge that your rights herein may be subject to the Site Licensee remaining authorized to access and use the Licensed Materials. If you are using the Website, Licensed Materials, or otherwise entering into this Agreement on behalf of an institution or other legal entity (i.e., a Site Licensee), you hereby represent and warrant that you have the authority to enter into this Agreement on behalf of the Site Licensee. Notwithstanding the forgoing, if you are a Site Licensee that has a separate agreement with RYANKIND, such separate agreement will govern in the event of a conflict between this Agreement and the other agreement. However, if the Site Licensee has a separate agreement with RYANKIND for certain Licensed Materials but not other Licensed Materials, this Agreement will govern such other Licensed Materials that are not already governed by a separate Agreement with RYANKIND. 3. Eligibility. By accessing and/or using the Licensed Materials, you represent and warrant that you:
  • are at least 18 years of age or of legal age to form a binding contract with RYANKIND;
  • will only provide accurate information to RYANKIND;
  • have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and
  • will not violate any rights of RYANKIND or a third party.
4. Separate Privacy Policy. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of Licensed Materials through the Website. 5. Product. RYANKIND provides educational content through its Licensed Materials. The Licensed Materials include, but are not limited to: on demand video training that will teach you how to utilize each component of the Phonics in Motion™ system effectively, 51 KMPs™ (Kinesthetic Motions for the Phonemes) and word endings, video tutorials on how to demonstrate each motion that corresponds to the sounds and word endings in the English language, Phonics in Motion™ educator book, lesson plans, access to community boards, educator support from the Phonics in Motion™ team, and similar content. RYANKIND may, in its discretion, offer classes or training to Licensee in connection with Licensee’s use of the Licensed Materials. Classes or training may be separately billed by RYANKIND. 6. Shipping and Download Policy. All RYANKIND products, with exception to the PIM Teaching Guide paperback, are delivered via digital download, and are not physically shipped. All purchases of our products receive an instant download link within the purchase receipt email and via the checkout page. As such, there are no shipping fees incurred by the customer for digital products. If purchasing the PIM Teaching Guide paperback, your order is fulfilled by Amazon. For more information about Amazon’s Shipping Policies, please click here. 7. Updates. RYANKIND reserves the right, in its sole discretion, to update modify, or remove features, functionality, or other aspects of its Licensed Materials at any time. You must accept all updates to ensure the benefit of the Licensed Materials. 8. Downtime. While RYANKIND takes reasonable measures to keep its Website continually available, the Website may be subject to unscheduled downtime. RYANKIND may take the Website offline briefly for occasional maintenance. RYANKIND will attempt to notify subscribers of these scheduled downtimes in advance. 9. Fees. RYANKIND is a paid subscription and RYANKIND will bill your subscription fees automatically to the payment method you designate when signing up. Unless you cancel your subscription (see Section 10 – 12 for Terms regarding cancellation), your subscription will renew automatically at the end of its term. By using the Licensed Materials, you authorize RYANKIND or its payment processor to charge RYANKIND’s fees to the payment method you provide, in addition to applicable sales and other taxes. In the event payments are not received, RYANKIND may, in its sole discretion, discontinue access until such time as the account is brought current. Customer is solely responsible for providing any information concerning changes in billing information, and will be responsible for any delay in payment, delinquency in account, or cancellation of services that result from a failure to provide such notice. 10. How to Cancel. To cancel your subscription, go to 11. Effect of Cancellation. Once your cancellation is confirmed by RYANKIND, then RYANKIND will not bill you further. All License Fees are non-refundable. 12. Terms Still Apply After Cancellation. This Agreement, the Terms and Conditions of Use, and the Privacy Policy still apply, in full, after your subscription ends. 13. Reserved Rights for RYANKIND’s Fees. RYANKIND reserves the right, in its sole discretion, to change the fees and charges in effect, or to add new fees and charges, by posting such changes or providing notice to you. RYANKIND’s decision not to exercise any specific right or require performance of any specific obligation under this Agreement, including collecting regularly recurring fees from you, will not affect RYANKIND’s later ability to exercise those rights or to require performance at any later time. RYANKIND’s waiver of breach will not constitute a waiver of any breach by you, or by any other user of the Licensed Materials. 14. Intellectual Property Use and Ownership. You acknowledge and agree that:
  • All uses on this Website of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like mean the purchase or sale of a license. Each Licensed Material marketed on this Website is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement.
  • You will comply with all terms and conditions of the License Agreement for any Licensed Material you obtain from RYANKIND.
  • You will not cause, induce or permit others’ noncompliance with the terms and conditions of the License Agreement.
  • RYANKIND will remain the sole and exclusive owner of all intellectual property rights in and to each Licensed Material made available and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks, and other intellectual property rights, subject only to the limited license granted under the applicable license agreement. You do not and will not have or acquire any ownership of the Licensed Materials made available through RYANKIND, or of any intellectual property rights relating to those Licensed Materials.
15. No Warranties. RYANKIND expressly disclaims any and all warranties, express or implied, regarding the Licensed Materials, arising by operation of law or otherwise. This includes without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. RYANKIND does not warrant that the Licensed Materials will meet your requirement, or that the operation of the Website will be uninterrupted or error-free. 16. Limitation of Liability You agree that to the maximum extent permitted by law, RYANKIND will not be liable to you under any theory of liability. Without limiting the forgoing, you agree that, to the maximum extent permitted by law, RYANKIND specifically will not be liable for any indirect, incidental, consequential, special, or exemplary damages, loss of profits, business interruption, reputational harm, or loss of data arising out of or in any was connected with your use of, or inability to use the Licensed Materials. 17. Your Responsibility for Loss of Damage. You agree that your use of the Licensed Materials are at your sole risk. You will not hold RYANKIND or its licensors and suppliers responsible for any loss or damage that results from your access to and /or the use of the Licensed Materials, including without limitation any loss of damage to any of your computers, mobile devices, including without limitation tablets and/or smartphones, or data. 18. Data. Storage space on RYANKIND’s servers is limited and it may not be possible to store all data or information. You will not hold RYANKIND liable for the deletion of or failure to store any information that results from these space constraints. To provide the highest level of service to all of its Customers, RYANKIND reserves the right to restrict the file download or bandwidth capacity of its Website 19. Notices. Any notice or other communication required or permitted by this Agreement must be in writing. RYANKIND will give any notice by email sent to the most recent email address, if any, provided by the Customer. You agree that any notice receive from RYANKIND electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility to ensuring that your email address on file with RYANKIND is accurate and current and notice to you will be deemed effective upon the sending by RYANKIND of an email to that address. You will give notice to RYANKIND by email to support@phonicsinmotion.com. 20. Representations. There is no joint venture, partnership, employment, or agency relationship exists between you and RYANKIND as a result of the Terms and Conditions contained in this document, or by the use or access to the Licensed Materials provided by RYANKIND. 21. Governing Law; Venue. These Terms and the parties’ relationship will be governed by Ohio law as if the relationship arose in and was to be performed entirely within Ohio. The exclusive venue and jurisdiction for the resolution of all disputes between the parties will be the state or federal courts located in Cuyahoga County, Ohio. Any action for a breach of contract or other claim arising out of the parties’ business relationship must be commenced within one year after the cause of action has accrued. 22. Voided or Invalid Provisions. If a court of law finds any part of the Terms and Conditions invalid or unenforceable, the provision will be replaced by a valid, enforceable clause that most closely resembles the intent of the initial provision. The unenforceable or invalid provision has no effect on the remaining terms and conditions, which remain in effect as contained herein.